Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(1) Yes [X] No [ ] (2) Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

1

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

Large accelerated filer [ ]

Accelerated filed [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [ ]

Market Value of Non-Affiliate Holdings

State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrants most recently completed second fiscal quarter.

The aggregate market value of the voting and non-voting common stock of the Registrant was approximately $1,116.83, based on 1,116,834 shares held by non-affiliates, valued at the par value of $0.001 per share for the Registrants common stock on December 31, 2008, as there is, and was at that date, no current public market for these shares.

Applicable only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

Outstanding Shares

As of September 15, 2009, the Registrant had 1,715,004 shares of common stock outstanding.

Non-Affiliate (and has not been an Affiliate During the Prior Three Months)

Restricted Securities of Reporting Issuers

During six-month holding period  no resales under Rule 144 Permitted.

After Six-month holding period  may resell in accordance with all Rule 144 requirements including:

·

Current public information,

·

Volume limitations,

·

Manner of sale requirements for equity securities, and

·

Filing of Form 144.

During six- month holding period  no resales under Rule 144 permitted.

After six-month holding period but before one year  unlimited public resales under Rule 144 except that the current public information requirement still applies.

After one-year holding period  unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.

15

Restricted Securities of Non-Reporting Issuers

During one-year holding period  no resales under Rule 144 permitted.

After one-year holding period  may resell in accordance with all Rule 144 requirements including:

·

Current public information,

·

Volume limitations,

·

Manner of sale requirements for equity securities, and

·

Filing of Form 144.

During one-year holding period  no resales under Rule 144 permitted.

After one-year holding period  unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.

Shell Companies

The following is an excerpt from Rule 144(i) regarding resales of securities of shell companies:

(i)

Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.

(1)

This section is not available for the resale of securities initially issued by an issuer defined below:

(i)

An issuer, other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:

(A)

No or nominal operations; and

(B)

Either:

(1)

No or nominal assets;

(2)

Assets consisting solely of cash and cash equivalents; or

(3)

Assets consisting of any amount of cash and cash equivalents and nominal other assets; or

(ii)

An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).

(2)

Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issue was required to file such reports and materials), other than Form 8-K reports (§249.308 of this chapter); and has filed current Form 10 information with the SEC reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after 12 months have elapsed from the date that the issuer filed Form 10 information with the SEC.

(3)

The term Form 10 information means the information that is required by Form 10 or Form 20-F (§249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the Form 10 information in any filing of the issuer with the SEC. The Form 10 information is deemed filed when the initial filing is made with the SEC.

Securities of a shell company cannot be publicly sold under Rule 144 in the absence of compliance with this subparagraph.

16

Section 4(1) of the Securities Act

Since we are a shell company as defined in subparagraph (i) of Rule 144, our shares of common stock that were issued while or after we became a shell company cannot be publicly resold under Rule 144 until we comply with the requirements outlined above under the heading Shell Companies. Until those requirements have been satisfied, any resales of our shares of common stock must be made in compliance with the provisions of the exemption from registration under the Securities Act provided in Section 4(1) thereof, applicable to persons other than an issuer, underwriter or a dealer. That will require that such shares of common stock be sold in routine trading transactions, which would include compliance with substantially all of the requirements of Rule 144, including the availability of current public information about us as required by subparagraph (c) (1) or (c)(2) of Rule 144, regardless of the Rules availability; and such resales may be limited to our non-affiliates. It has been the position of the SEC that the Section 4(1) exemption is not available for the resale of any securities of an issuer that is or was a shell company, by directors, executive officers, promoters or founders or their transferees. See
NASD Regulation, Inc., CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the so-called Worm-Wulff Letter. The current position of the SEC that is contained in Securities Act Release No. 33-8899, effective February 15, 2008, and that codified the position of the SEC set forth in the Worm-Wulff Letter and revised Rule 144 as outlined above, is that Rule 144 now defines what resales can be made under Section 4(1) of the Securities Act, and with limited exceptions, which are set forth in footnote 172 of that Release, shares of shell companies must be sold in compliance with Rule 144(i) that is quoted above.

Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

(a)

(b)

(c)

Equity compensation plans approved by security holders

None

None

None

Equity compensation plans not approved by security holders

None

None

None

Total

None

None

None

17

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Recent Sales of Unregistered Securities

On or about October 10, 2007, we issued 7,676,760 shares of our common stock to Kenneth I. Denos; each of these shares of our common stock issued were restricted securities as defined in Rule 144, and were issued for services rendered that were represented by a promissory note executed by us and which were valued at the then par value of our common stock.

On or about October 10, 2007, we issued 4,710,740 shares of our common stock to John D. Thomas; each of these shares of our common stock issued were restricted securities as defined in Rule 144, and were issued for services rendered and were valued at the then par value of our common stock, a portion of which were represented y a promissory note executed by us.

In or about November, 2004, we issued a total of 100,000 shares, each to Dan L. Kunz, Clayton Barlow, Jolynn C. Street and Eslie O. Barlow; each of these shares of our common stock issued were restricted securities as defined in Rule 144, and were issued for services rendered as members of the Board of Directors or as an officer of the Company and were valued at the then par value of our common stock.

The table and notes below describe the foregoing stock issuances:

Investor

Date Issued

Shares Issued

Compensation

H. Kuglmeier

10/30/1996

50,000

10/30/1996(1)

D. Kunz

11/2000

100,000

1/26/2004(2)

C. Barlow

11/2000

100,000

1/26/2004(2)

J. Street

11/2000

100,000

1/26/2004(2)

E. O. Barlow

11/2000

100,000

1/26/2004(2)

K. Denos

10/10/2007

7,676,760

11/01/2001(3)

J. Thomas

10/10/2007

4,710,740

11/01/2007(4)

(1) Issued for services rendered and valued at $0.01 per share.

(2) All issued for services rendered and valued at $0.01 per share.

(3) Issued in payment of a promissory note executed to pay for services rendered and valued at $0.01 per

share. We canceled these shares on March 3, 2009, in consideration of the sum of $10 paid to the holder by a related party.

(4) Issued in payment of a promissory note executed to pay for services rendered and valued at $0.01 per

share (3,402,211 shares) and issued for services rendered and valued at $0.01 per share (1,308,630 shares). We

canceled these shares on March 3, 2009, in consideration of the sum of $10 paid to the holder by a related party.

We issued all of these securities to persons who were accredited investors as those terms are defined in Rule 501 of Regulation D of the SEC; and each such person had prior access to all material information about us. We believe that the offer and sale of these securities were exempt from the registration requirements of the Securities Act, pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the SEC. Registration of sales to accredited investors are preempted from state regulation, though states may require the filing of notices, a fee and other administrative documentation like consents to service of process and the like.

Use of Proceeds of Registered Securities

We had no proceeds from the sale of registered securities during the periods covered by this Annual Report or the fiscal periods reported in our consolidated financial statements that accompany this Annual Report.

Purchases of Equity Securities by Us and Affiliated Purchasers

There were no purchases of our equity securities by us or any affiliated purchasers during fiscal years ended June 30, 2008, and 2007.

The accompanying notes are an integral part of these financial statements.

24

PSP INDUSTRIES, INC.

(A Development Stage Company)

Statements of Operations

From Inception

on August 21,

For the Year Ended

1978 Through

June 30,

June 30,

June 30,

2009

2008

2009

NET REVENUES

$ -

$ -

$ -

OPERATING EXPENSES

Selling, general and administrative

24,451

14,648

196,774

Interest expense

3,729

1,205

10,407

Total Operating Expenses

28,180

15,853

207,181

NET LOSS BEFORE INCOME TAXES

(28,180)

(15,853)

(207,181)

PROVISION FOR INCOME TAXES

-

-

-

NET LOSS

$ (28,180)

$ (15,853)

$ (207,181)

BASIC NET LOSS PER SHARE

$ (0.00)

$ (0.00)

WEIGHTED AVERAGE NUMBER OF

SHARES OUTSTANDING

11,219,705

10,650,250

The accompanying notes are an integral part of these financial statements.

25

PSP INDUSTRIES, INC.

(A Development Stage Company)

Statements of Stockholders' Deficit From Inception on

August 21, 1978 through June 30, 2009

Deficit

Accumulated

Additional

During the

Common Stock

Paid-In

Development

Shares

Amount

Capital

Stage

Balance at Inception on

August 21, 1978

-

$ -

$ -

$ -

Issuance of common stock

for cash at $0.01 per share

20,000

20

9,980

-

Issuance of common stock

for cash at $0.001 per share

5,000

5

2,495

-

Issuance of common stock

for mining claims

80,000

80

39,920

-

Issuance of common stock

for cash at $0.001 per share

141,250

141

70,609

-

Issuance of common stock for

costs to develop mining claims

40,000

40

1,960

-

Issuance of common stock

in exchange for all of the

outstanding stock of PSP

Synfuels & Technology, Inc.

and subsidiary, March 1984

978,750

979

8,809

-

Issuance of common stock

for services at $0.001 per share,

October 1996

50,000

50

450

-

Issuance of common stock

for services at $0.001 per share,

November 2000

400,000

400

3,600

-

Contributed capital for expenses

-

-

3,500

-

Net loss from inception to

June 30, 2001

-

-

-

(150,302)

Balance, June 30, 2001

1,715,000

$ 1,715

$ 141,323

$ (150,302)

Net loss for the year ended

June 30, 2002

-

-

-

(3,378)

Balance, June 30, 2002

1,715,000

1,715

141,323

(153,680)

26

PSP INDUSTRIES, INC.

(A Development Stage Company)

Statements of Stockholders' Deficit From Inception on

August 21, 1978 through June 30, 2009 (Continued)

Deficit

Accumulated

Additional

During the

Common Stock

Paid-In

Development

Shares

Amount

Capital

Stage

Balance, June 30, 2002

1,715,000

$ 1,715

$ 141,323

$ (153,680)

Net loss for the year ended

June 30, 2003

-

-

-

(971)

Balance, June 30, 2003

1,715,000

1,715

141,323

(154,651)

Contributed capital for expenses

-

-

112

-

Fractional shares issued in the

reverse stock split

4

-

-

-

Net loss for the year ended

June 30, 2004

-

-

-

(4,199)

Balance, June 30, 2004

1,715,004

1,715

141,435

(158,850)

Net loss for the year ended

June 30, 2005

-

-

-

(1,421)

Balance, June 30, 2005

1,715,004

1,715

141,435

(160,271)

Net loss for the year ended

June 30, 2006

-

-

-

(1,487)

Balance, June 30, 2006

1,715,004

1,715

141,435

(161,758)

Net loss for the year ended

June 30, 2007

-

-

-

(1,390)

Balance, June 30, 2007

1,715,004

1,715

141,435

(163,148)

Issuance of common stock for

note payable and interest at

$0.001 per share, October 2007

11,078,870

11,079

-

-

Issuance of common stock for

services at $0.001, October 2007

1,308,630

1,309

-

-

Net loss for the year ended

June 30, 2008

-

-

-

(15,853)

Balance, June 30, 2008

14,102,504

14,103

141,435

(179,001)

Common stock cancelled

(12,387,500)

(12,388)

12,388

-

Net loss for the year ended June 30, 2009

-

-

-

(28,180)

Balance, June 30, 2009

1,715,004

$ 1,715

$ 153,823

$ (207,181)

The accompanying notes are an integral part of these financial statements

27

PSP INDUSTRIES, INC.

(A Development Stage Company)

Statements of Cash Flows

From Inception

on August 21,

For the Year Ended

1978 Through

June 30,

June 30,

June 30,

2009

2008

2009

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (28,180)

$ (15,853)

$ (207,181)

Adjustments to reconcile net loss to net cash

used by operating activities:

Common stock issued for services rendered

-

1,309

57,597

Notes payable issued for services rendered

-

-

5,400

Notes payable - related party issued for

services rendered

-

-

4,000

Change in operating assets and liabilities:

Increase (decrease) in accounts payable and

accrued expenses

5,108

1,305

17,011

Net Cash Used by Operating Activities

(23,072)

(13,239)

(123,173)

CASH FLOWS FROM INVESTING ACTIVITIES

-

-

-

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable - related parties

25,000

16,000

41,000

Contributed capital for expenses

-

-

3,612

Net proceeds from issuance of common stock

-

-

83,250

Net Cash Provided by Financing Activities

25,000

16,000

127,862

INCREASE (DECREASE) IN CASH

AND CASH EQUIVALENTS

1,928

2,761

4,689

CASH AND CASH EQUIVALENTS AT

BEGINNING OF PERIOD

2,761

-

-

CASH AND CASH EQUIVALENTS AT

END OF PERIOD

$ 4,689

$ 2,761

$ 4,689

SUPPLEMENTAL DISCLOSURES:

Cash paid for interest

$ -

$ -

$ -

Cash paid for income taxes

$ -

$ -

$ -

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common stock issued for services rendered

$ -

$ 1,309

$ 57,597

Notes payable and notes payable - related

party issued for services rendered

$ -

$ -

$ 9,400

Common stock issued for notes payable

$ -

$ 2,700

$ 2,700

Common stock issued for notes payable - related party

$ -

$ 4,000

$ 13,400

Stock repurchase paid by related party

$ 20

$ -

$ 20

The accompanying notes are an integral part of these financial statements

28

PSP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2009 and 2008

NOTE 1 -

ORGANIZATION AND DESCRIPTION OF BUSINESS

PSP Industries, Inc. (the Company) was incorporated in the State of Utah on August 21, 1978 with authorized common stock of 10,000,000 shares at $0.01 par value. On January 30, 1980, the authorized common stock was increased to 50,000,000 shares with a change in par value to $0.001. Effective April 17, 1984, the Company completed a reverse stock split of its common stock at 1 for 5, in conjunction with the acquisition of all of the outstanding stock of PSP Synfuels & Technology, Inc. (PSP), a Michigan corporation, in exchange for 858,750 shares of the Company. On May 8, 1984, it acquired all of the outstanding stock of Dynel Todd Corporation, also a Michigan corporation (DTC), in exchange for 120,000 shares of the Company.

The Company was initially in the business of developing mining claims except for the acquisition of PSP stock as noted above. The Companys mining development activity ceased in early 1984 by the transfer of all its assets and the settlement of its liabilities. The Company has been in the development stage since its inception and has remained inactive since 1987. The stock of PSP and DTC were transferred to other parties in 1987.

NOTE 2 -

SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Companys financial statements. The financial statements and notes are representations of the Companys management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant:

a.

Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a June 30 fiscal year-end.

b.

Cash and Cash Equivalents

Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.

c.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

d.

Basic Net Loss per Share of Common Stock

In accordance with Financial Accounting Standards No. 128, Earnings per Share, basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using weighted average number of common shares plus dilutive common share equivalents

29

PSP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2009 and 2009

NOTE 2 -

SIGNIFICANT ACCOUNTING POLICIES (Continued)

d.

Basic Net Loss per Share of Common Stock (Continued)

outstanding during the period. There are no common stock equivalents as of June 30, 2009.

June 30,

2009

June 30,

2008

Net income (loss) (numerator)

$ (28,180)

$ (15,853)

Weighted average shares outstanding

(denominator)

11,219,705

10,650,250

Income (loss) per share amount

$ (0.00)

$ (0.00)

e.

Income Taxes

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No 48, Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No 109 (FIN 48). FIN 48 is intended to clarify the accounting for uncertainty in income taxes recognized in a companys financial statements and prescribes the recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of FIN 48, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FIN 48. At June 30, 2009, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized.

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards Board (SFAS) No. 109, Accounting for Income Taxes. Under this method, deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. In accordance with the provisions of SFAS No. 109, a valuation allowance would be established to reduce deferred tax assets if it were more likely than not that all or some portion of such deferred tax assets would not be realized. A full allowance against deferred tax assets was provided as of June 30, 2009.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to future use.

f.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)). SFAS 141(R) replaces SFAS No. 141, Business Combinations, but retains the requirement that the purchase method of accounting for acquisitions be used for all business combinations. SFAS 141(R) expands on the disclosures previously required by SFAS 141, better defines the acquirer and the acquisition date in a business combination, and establishes principles for recognizing and measuring

30

PSP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2009 and 2008

NOTE 2 -

SIGNIFICANT ACCOUNTING POLICIES (Continued)

f.

Recent Accounting Pronouncements (Continued)

the assets acquired (including goodwill), the liabilities assumed and any non-controlling interests in the acquired business. SFAS 141(R) also requires an acquirer to record an adjustment to income tax expense for changes in valuation allowances or uncertain tax positions related to acquired businesses. SFAS 141(R) is effective for all business combinations with an acquisition date in the first annual period following December 15, 2008; early adoption is not permitted. The impact of SFAS 141(R) will have on our consolidated financial statements will depend on the nature and size of acquisitions we complete after we adopt SFAS 141(R).

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 (SFAS 160). SFAS 160 requires that non-controlling (or minority) interests in subsidiaries be reported in the equity section of the companys balance sheet, rather than in a mezzanine section of the balance sheet between liabilities and equity. SFAS 160 also changes the manner in which the net income of the subsidiary is reported and disclosed in the controlling companys income statement. SFAS 160 also establishes guidelines for accounting for changes in ownership percentages and for deconsolidation. SFAS 160 is effective for financial statements for fiscal years beginning on or after December 1, 2008 and interim periods within those years; early adoption is not permitted. The adoption of SFAS 160 is not expected to have a material impact on our financial position, results of operations or cash flows.

In March 2008 the FASB issued SFAS No. 161 "Disclosures About Derivatives Instruments and Hedging Activities". This statement requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. This statement is effective for financial statements for fiscal years and interim periods beginning after November 15, 2008, with earlier application encouraged. SFAS No. 161 is not expected to have an impact on the Company's results of operations, financial condition or liquidity.

In May 2008, the FASB issued Financial Accounting Standard (FAS) No.162, "The Hierarchy of Generally Accepted Accounting Principles." The statement is intended to improve financial reporting by identifying a consistent hierarchy for selecting accounting principles to be used in preparing financial statements that are prepared in conformance with generally accepted accounting principles. Unlike Statement on Auditing Standards (SAS) No. 69, "The Meaning of Present in Conformity With GAAP," FAS No. 162 is directed to the entity rather than the auditor. The statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with GAAP," and is not expected to have any impact on the Company's results of operations, financial condition or liquidity.

measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The adoption of SFAS 163 is not expected to have a material impact on our financial position, results of operations or cash flows.

In April 2009, the FASB issued SFAS No. 164, Not-for-Profit Entities: Mergers and Acquisitions  Including and Amendment of FASB No. 142. This Statement is to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. This Statement establishes principles and requirements for how a not-for-profit entity by determines whether a combination is a merger or an acquisition, applies the carryover method in accounting for a merger, applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer, and determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition. The adoption of SFAS No. 164 does not have an impact on the Companys financial statements.

In May 2009, the FASB issued SFAS No.165, Subsequent Events. This statement is to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This statement sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. This statement also sets forth the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, as well as, the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The adoption of SFAS No. 165 does not have an impact on the Companys financial statements.

32

PSP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2009 and 2008

NOTE 3 -

NOTES PAYABLE  RELATED PARTIES

The Company has notes payable to related parties consisting of the following:

June 30,

2009

June 30,

2008

Notes payable to a related individual, 10% interest, due on demand, unsecured

44,250

19,250

Total Notes Payable  Related Parties

Less: Current Portion

44,250

(44,250)

19,250

(19,250)

Long Term Notes Payable  Related Parties

-

-

Accrued interest at June 30, 2009 and 2008 was $5,182 and $1,723, respectively.

NOTE 4  NOTES PAYABLE

The Company has notes payable consisting of the following:

June 30,

2009

June 30,

2008

Notes payable to an unrelated company, 10% interest, due on demand, unsecured

2,700

2,700

Total Notes Payable

Less: Current Portion

2,700

(2,700)

2,700

(2,700)

Long Term Notes Payable

-

-

Accrued interest at June 30, 2009 and 2008 was $1,821 and $1,551, respectively.

NOTE 5 -

EQUITY TRANSACTIONS

On November 15, 2003 the Company effected a 1 for 10 reverse stock split with respect to all common shares outstanding held of record as of the close of business on December 15, 2003. All references to shares issued and outstanding in the financial statements have been retroactively restated to reflect the effects of the reverse stock split.

Effective October 10, 2007, the Company issued 12,387,500 shares of common stock in the conversion and settlement of two notes payable in the principal amount of $6,700. The total amount converted including accrued interest was $12,388. The stock was issued at par-value of $0.001 per share.

Effective March 3, 2009, the Company acquired and canceled 12,387,500 shares of its common stock for consideration of $20. The payment was made by a related party of the Company.

33

PSP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2009 and 2008

NOTE 6 -

RELATED PARTY TRANSACTIONS

From time to time shareholders, officers or directors, or relatives of shareholders, officers or directors may pay expenses on behalf of the Company. These transactions are recorded as either contributions to capital or related party debt. See Note 3.

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.



Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.



Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of June 30, 2009 and 2008.

NOTE 8 -

GOING CONCERN CONSIDERATIONS

As reported in the financial statements, the Company has incurred losses of approximately $207,000 from inception of the Company through June 30, 2009. The Companys stockholders deficit at June 30, 2009 was $51,643 and its current liabilities exceeded its current assets by the same amount. Managements plans to address and alleviate these concerns are as follows:

The Companys management has developed a strategy of exploring all options available to it so that it can develop successful operations. As a part of this plan, management is currently seeking a merger candidate with a well capitalized operating company. In the meantime, shareholders of the Company have committed to the continued funding of the Company via equity and contributed capital.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Tom A. Barlow is 29 years old and was appointed as the Companys President and director in 2008. Mr. Barlow was one of the founders of Beehive Plumbing in 2001 and CleenWater, LLC in 2006, and is still involved with both companies. Mr. Barlow has been a licensed plumber with construction management and contracting experience since 2001, and he received his BS Degree in Technical Sales from Weber State University in 2003.

Myron O. Barlow is 68 years old and was appointed the Companys Vice President and director in 2008. Mr. Barlow owned and operated Beehive Bottling Company, with facilities in Brigham City and Ogden, Utah, from 1966 to 1985. Mr. Barlow also founded Beehive Mechanical Contractors, LLC in 2000, and is one of the founders of CleenWater, LLC. Mr. Barlow developed East Bench Properties in South Ogden, Utah, from 1985-1988; and owned and managed several entrepreneurial ventures including business in the food, insurance and construction industries from 1988-1999. Currently, Mr. Barlow owns and operates Beehive Plumbing and is a managing member for CleenWater, LLC. Mr. Barlow is also a licensed General Contractor and Master Plumber.

Eslie O. Barlow is 66 years old and was appointed Secretary/Treasurer and director of the Company in 2008. He has wide experience in the construction business, having held various positions of supervision and management from 1964 through 1975, and has been the founding member of various corporations, both public and private, from 1960 until today. Mr. Barlow also has experience in real estate development and sales, and has owned and managed mining and other related businesses in the natural resources business. In 1977, Mr. Barlow designed, built and managed the West Jordan Care Center, which is a leading private provider of the care for mentally handicapped persons in the Salt Lake City, Utah, area. He has owned and managed mining and related businesses. Mr. Barlow is partial owner of 22,000 acres of prospective oil and gas leases in Utah. Currently, he is actively involved in CleenWater, LLC, Maxim Management Corp., Twilight Resources and affiliated entities.

Significant Employees

We have no employees who are not executive officers, but who are expected to make a significant contribution to our business.

Family Relationships

Myron O. Barlow and Eslie O. Barlow are brothers; Tom A. Barlow is Myron O. Barlows son and Eslie O. Barlows nephew. Otherwise, there are no family relationships between any of our current directors or executive officers.

Directorships Held in Other Reporting Companies

None of our current directors or executive officers is a director of any other reporting issuer under the Exchange Act.

36

Involvement in Certain Legal Proceedings

During the past five years, no director, person nominated to become a director, executive officer, promoter or control person of us:

(1) was a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;

(2) was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Promoters and control person.

See the heading Transactions with Related Persons. of Part III, Item 13, below.

Compliance with Section 16(a) of the Exchange Act

All of our directors and executive officers have filed Forms 3 reporting their beneficial ownership in us as outlined in this Annual Report, along with Forms 4 respecting any dispositions of those shares.

Code of Ethics

We adopted a Code of Ethics that is filed as Exhibit 14 to this 2009 10-K Annual Report. See Part IV, Item 15.

Corporate Governance

Nominating Committee

During the fiscal year ended June 30, 2009, there were no changes in the procedures by which security holders may recommend nominees to our Board of Directors; and we do not presently have a Nominating Committee for members of our Board of Directors. Nominations are considered by the entire Board.

Includes shares that any beneficial owner has the right to acquire within 60 days, from options, warrants, rights, conversion privilege or similar obligations.

(2)

Eslie O. Barlow may be deemed to be the beneficial owner of the 498,170 shares of Maxim Management, Inc., and accordingly, these shares are included in the beneficial ownership calculations of this person. Eslie O. Barlow is the sole stockholder and control person of Maxim Management, Inc.

39

Security Ownership of Management

The following table sets forth the share holdings of management as of the date of this Annual Report, based upon 1,715,004 shares being outstanding as of the date of hereof:

Ownership of Management

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner(1)

Percent of Class (1)

Common Stock

Tom A. Barlow

2206 North 640 West

West Bountiful, UT 84087

0

0%

Common Stock

Myron O. Barlow

2206 North 640 West

West Bountiful, UT 84087

0

0%

Common Stock

Eslie O. Barlow (2)

2206 North 640 West

West Bountiful, UT 84087

598,170

34.9%

(1) Includes shares that any beneficial owner has the right to acquire within 60 days, from options, warrants, rights, conversion privilege or similar obligations.

(2) Eslie O. Barlow may be deemed to be the beneficial owner of the 498,170 shares of Maxim Management, Inc., and accordingly, these shares are included in the beneficial ownership calculations of this person. Eslie O. Barlow is the sole stockholder and control person of Maxim Management, Inc.

All Directors and Executive Officers as a Group (Three Persons)

Our three directors and officers directly own 100,000 shares of our outstanding voting securities or approximately 5.8% of our outstanding voting securities, excluding the 498,170 shares or approximately 29% of our outstanding voting securities that are owned by Maxim Management, Inc., which are beneficially owned by Eslie O. Barlow.

Changes in Control

There are no present arrangements or pledges of our securities which may result in a change in control.

There were no material transactions, or series of similar transactions, during the fiscal years ended June 30, 2009 or 2008, or to the date hereof, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year end and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Transactions with Founders and Control Persons

Except as indicated under the heading Transactions with Related Persons, above, in this Item 13, there were no material transactions involving persons in these categories.

Parents of the Smaller Reporting Company

We have no parents.

Director Independence

We do not have any independent directors serving on our Board of Directors.

Audit Fees: Consists of fees for professional services rendered by our principal accountants for the audit of our annual consolidated financial statements and review of the consolidated financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees: Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under Audit fees.

We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant.

41

Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant. Our Board of Directors is presently considering adopting an Audit Committee Charter and naming members of an Audit Committee.

Pursuant to the requirements of the Securities Exchange Act of 1934 this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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